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HomeMy WebLinkAboutTax Increment Finance BY-LAWS OF THE TAX INCREMENT FINANCE AUTHORITY OF THE CITY OF LANSING r ARTICLE NAME The name of the City of Lansing Tax Increment Finance Authority is THE TAX INCREMENT FINANCE AUTHORITY OF THE CITY OF LANSING (the "Authority") ARTICLE 11 SEAL The Authority shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Authority and the words "CORPORATE SEAL". ARTICLE III OFFICES Section 1 . Registered Office. The registered office of the Authority is the Office of Economic Development, Ninth Floor, City Hall, Lansing, Michigan. Section 2. Other Offices. The Authority may have such other offices as the Board of Diredtors may determine, or the affairs of the Authority may require from time to time. ARTICLE IV POWERS The Authority shall have all of the powers which are now or may hereafter be conferred on authorities organized pursuant to Public Act No. 450 of the Michigan Public Acts of 1980, as amended, (the "Act") and future amendments to the Act, including all powers necessary to carry out the purpose of its incorporation and all powers incident thereto, and including but not limited to the following powers to: -1- (a) Prepare an analysis of economic changes taking place in the municipality and its environs as those changes relate to urban deterioration in the development areas. (b) Study and analyze the impact of growth upon development areas. (c) Plan and propose the construction, renovation, repair, remodeling, rehabilitation, restoration, preservation, or reconstruction of a public facility, an existing building, or a multiple family dwelling unit which may be necessary or appropriate to the execution of a plan which, in the opinion of the board, aids in the revit- aftation and growth of the development area. (d) . Develop long-range plans, in cooperation with the agency which is chiefly responsible for planning in the municipality, designed to halt the decline of property values and to promote the growth of the development area, and take such steps as may be necessary to implement the plans to the fullest extent possible. (e) Implement any plan of development in a development area necessary to achieve the purposes of this act, in accordance with the powers of the authority as granted by the Act. (f) Make and enter into contracts necessary or incidental to the exercise of its powers and the performance of its duties. (g) Acquire by purchase or otherwise, on terms and conditions and in a manner the Authority considers proper, own, convey, demolish, relocate, rehabilitate, or otherwise dispose of, or lease as lessor or lessee, land and other property, real or personal, or rights or interests therein, which the Authority determines is reasonably necessary to achieve the purposes of this Act, and to grant or acquire licenses, easements, and options with respect thereto. -2- (h) Improve land, prepare sites for buildings, including the demolition of existing structures and construct, reconstruct,rehabilitate, restore, and preserve, equip, improve, maintain, repair, and operate any building, including any type of housing, and any necessary or desirable appurtenances thereto, within the development area for the use, in whole or in part, of any public or private person or corporation, or a combination thereof. (1) Fix, charge, and collect fees, rents, and charges for the use of any building or property or any part of a building or property under its control, or a facility in the building or on the property, and pledge the fees, rents, and charges for the payment of revenue bonds issued by the Authority. (j} Lease any building or property or part of a building or property under its control. (k) Accept grants and donations of property, labor, or other things of value from a public-or private source. (1) Acquire and construct public faciiites. (m) Incur costs in connection with the performance of its authorized functions, including but not limited to, administrative costs, and architects, engineers, legal and accounting fees. (n) Employ a director and appoint or employ a Secretary and .Treasurer, retain legal counsel- and employ such other staff as maybe necessary or appropriate in the judgment of the Board of Directors in accordance with the Act. ARTICLE V BOARD OF DIRECTORS Section 1 . General Powers. The affairs of the Authority shall be managed by its Board of Directors. -3 Section 2. Annual Meeting. An annual meeting of the Board of Directors shall be held on the first Wednesday in the month of November in each year beginning with the year, 1982, at the hour of 5:00 o'clock p.m., for the purpose of electing officers and for the transaction of such other business as may come before the meeting. If the election of officers shall not be held on the day designated herein for any annual meeting or any adjournment therof, the Board of Directors shall cause the election to be held at a regular or special meeting of the Board of Directors as soon thereafter as conveniently may be. Section 3. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time as the Board of Directors determines at its annual meeting. [SECTION 3. REGULAR MEETINGS. REGULAR MEETINGS OF THE BOARD OF DIRECTORS SHALL BE HELD ON THE FIRST (1ST) WEDNESDAY OF EACH MONTH, IMMEDIATELY FOLLOWING THE REGULAR MEETINGS OF THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF LANSING BOARD OF DIRECTORS MEETING.] No further notice of the regular meetings of the Board shall be required to be given to the Directors. Within ten (10) days after the annual meeting, public notice, as herein provided, will be posted stating the dates and times of the Directors' regular meetings for the remainder of the year. If there is a change in the schedule of regular meetings, there shall be posted, as herein provided, within three (3) days after the meeting at which the change is made, a public notice stating the new dates and times of its regular meetings. Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairperson, the Secretary or any two Directors. The Secretary shall give notice of the time and place of such meeting and said notice is to be posted pursuant to Section 7 (e). Section 5. Notice of Special Meetings. Notice of any special meeting of the Board of Directors shall be given by written notice delivered personally or sent by telegram at least three (3) days previous thereto or sent by mail at least four (4) days previous thereto to each Director at his or her address as shown in the records of the Authority. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram has been delivered to the telegraph company. -4- I Section 6. Waiver. Any Director may waive notice of any meeting either before or after such meeting. Attendance of a Director at a meeting constitutes waiver of notice of the meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless otherwise required by these By-Laws. Section 7. Public Notice. (a) A public notice shall always contain the name of the Authority, its telephone number, if one exists, its registered office and the date, time, and place of any meeting announced therein. (b) A public notice for the Authority shall always be posted at its registered office. (c) Upon the written request of an individual, organization, firm, or corporation, and upon the requesting party's payment of a yearly fee of not more than the reasonable estimated cost for printing and postage of such notices, the Authority shall send to the requesting party by first class mail a copy of any notice required to be posted. (d) Upon written request, the Authority, at the same time a public notice of a meeting is posted, shall provide a copy of the public notice of that meeting to any newspaper published in the state and to any radio and television station located in the state, free of charge. (e) Public notice of rescheduled regular or special meetings of the Directors shall be posted at least 18 hours before the meeting. Any meeting recessed for more than 36 hours shall be reconvened only after such notice. Nothing in this section shall bar the Directors from meeting in emergency session in the event of a severe and imminent threat to the health, safety or welfare of the public when two-thirds of the Directors serving decide that delay would be detrimental to efforts to lessen or respond to the threat. -5- Section B. Public Meetings. (a) All meetings of the Directors shall be open to the public and shall be held on the Tenth Fle INTH FLOOR of City Hall unless a different location is described in the notice of meeting. All persons shall be permitted to attend any meeting except as other- wise provided in Section 9. (b) All decisions of the Directors shall be made at a meeting open to the public. (c) All deliberations of the Directors constituting a quorum of its members shall take place at a meeting open to the public except as otherwise provided in Section 9. (d) A person shall not be required as a condition to attendance at a meeting of the Directors to register or otherwise provide his name or other information or otherwise to fulfill a condition precendent to attendance. (e) A person shall be permitted to address a meeting of the Directors under rules to be established and recorded by the Directors. (f) A person shall not be excluded from a meeting of the Directors except for a breach of peace actually committed at the meeting. Section 9. Closed Meetings. The Directors may meet in closed session only for the following purposes: (a) To consider the dismissal, suspension, or disciplining of, or to hear complaints or charges brought against, an Authority officer, employee, staff member, or individual agent, when the named person requests a closed hearing. (b) For strategy and.negotiation sessions connected with the negotiation of a collective bargaining agreement when either negotiating party requests a closed hearing. (c) To consider the purchase or lease of real property up to the time an option to purchase or lease that real property is obtained. -6- (d) To consult with its attorney regarding trial or settlement strategy in connection with specific pending litigation, but only when an open meeting would have a detrimental financial effect on the litigating or settlement position of the Authority. (e) To review the specific contents of an application for employment or appointment to a public office when the .candidate requests that the application remain confidential. However, all interviews by the Directors for employment or appointment to a public office shall be held in an open meeting. (f) A two-thirds (2/3) roll call vote of members appointed and serving shall be required to call a closed session except when it involves an Authority officer, employee, staff member or individual agent. SLsction 10. Minutes of Meetings. (a) The Authority shall keep minutes of each meeting showing the date, time, place, members present, members absent, any decisions made at a meeting open to the public, and the purposes for which a closed session is held. The minutes shall include all roll call votes taken at the meeting. (b) Minutes shall be public records open to public inspection and shall be available at the address designated on posted public notices pursuant to Section 9. Copies of the minutes shall be available to the public at the reasonably estimated cost for printing and copying. (c) Proposed minutes shall be available for public inspection not more than eight (8) business days after the meeting to which the minutes refer. Approved minutes shall be available for public inspection not later than five (5) business days after the meeting at which the minutes are approved by the Directors. Section 11 . Quorum and Voting. A majority of the members of the Board then in office shall constitute a quorum for the transaction of business. The vote of a majority of the members present at a meeting at which a quorum is present shall constitute the action of the Board of Directors unless the vote of the larger number is required by statute or elsewhere in these By-Laws. -7- Section 12. Officers. The Board shall elect a Chairperson and Vice Chairperson both of whom shall be members of the Board. The Board may appoint or employ a Secretary and Treasurer. Neither the Secretary or Treasurer need be a member of the Board. The Secretary of the Authority may be the same person as the Director of the Authority employed pursuant to Article IV hereof. The Treasurer may not be the same person as the Director employed pursuant to Article IV hereof. Section 13. The officers shall be elected annually by the Board of Directors at its annual meeting and shall hold office for a term of one (1) year and thereafter until his or her successor is elected and qualified, or until death, resignation or removal, provided that the first officers shall be elected at the first meeting of the Board of Directors. The officers shall be sworn to the faithful discharge of their duties. Section 14. Chairperson. The Chairperson shall be the chief executive officer of the Authority. The Chairperson shall preside at all meetings of the Directors, shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions of the Board are carried into effect. The Chairperson may execute with the Secretary or any other proper officer authorized by the Board of 'Directors, all bonds, notes, mortgages, conveyances and other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, by the By-Laws of the Authority or by statute to some other officer or agent of the Authority. He or.she shall be ex-off icio, a member of all standing committees, and shall have and exercise such other authority as is specifically granted from time to time by the Board. Section 15. Vice Chairperson. The Vice Chairperson shall perform such duties as are delegated to him or her or by the Chairperson and shall, in the absence or in the event of the disability of the Chairperson, perform the duties and exercise the powers of the Chairperson. The Vice Chairperson shall perform such other duties as the Board of Directors shall prescribe. Section 16. Secretary. The Secretary shall be the recording officer of the Corporation, and shall attend all meetings of the Board, record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. The Secretary shall keep in safe custody the seal of the Authority, and when authorized by the Board, affix the same to any instrument requlring it, and when so affixed it shall be attested by his or her signature or by.the signature of the Treasurer. -8- Section 17. Treasurer. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Authority and shall deposit all moneys, and other valuable effects in the name and to the credit of the Authority in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Authority as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chairperson and Directors, at the regular meetings of the Board, or whenever they may require an account of his or her actions as Treasurer and of the financial condition of the Authority. The Treasurer shall give the Authority a bond, if required by the Board, for the faithful performance of the duties of his or her office and for the restoration•to the Authority, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Authority. i Section 18. Removal. An officer may be removed by an affirmative vote of a majority of the Directors, with or without cause, whenever in the judgment of the Board of Directors the best interests of the Authority would be served. Section 19. Vacancy. A vacancy in any office because of death, resignation, removal or otherwise, may be filled by the Board of Directors at any meeting for the unexpired portion of the term of the office.. -Section 20. Board Meeting Attendance. If a Board Member neglects to perform their duties by failing to attend three (3) scheduled meetings of the Board or Committee in a one (1) year period, and their inattendance is without valid reason given to the Board Chair, the Board Member shall be asked to resign from their position on the Board: ARTICLE VI COMMITTEES Section 1 . Committees of Directors. The Board of Directors, by resolution adopted by a majority of the directors present at any meeting, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees shall have and exercise such authority as shall be granted to them by such resolution; provided such committee shall not have any power or authority reserved to the Board of Directors by the By-Laws; statutes or other law; provided further that said committee shall not adopt an agreement of merger or consolidation or an agreement for the sale, lease or exchange of all, or - 9 - substantially all of the Authority's property and assets, dissolve the Authority, or amend the By-Laws of the Authority. All actions by the committee shall be subject to approval by the Board of Directors. Except as otherwise provided in such resolution, the members of such committee shall be Directors of the Authority and the Chairperson shall appoint the members thereof. Any member may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Authority shall be served by such removal. Section 2. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. Section 3. Chairperson. One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members thereof. Section 4. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. ARTICLE VII CONTRACTS CHECKS DEPOSITS AND FUNDS Section 1. Contracts'. The Board of Directors may authorize any officer or officers, agent or agents of the corporation in addition to the officers so authorized by the Act or these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Authority, and such authority may be general or confined to specific instances. Section 2. Checks and Drafts. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Authority, shall be signed by such officer or officers, agent or agents of the Authority and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the Chairperson or Vice Chairperson of the Authority. - 10 - Section 3. Deposits. All funds of the Authority shall be deposited from time to time to the credit of the Authority in such banks, trust companies or other depositaries as the Board of Directors may select. Section 4. Gifts. The Board of Directors may accept on behalf of the Authority any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation. ARTICLE Vlll BOOKS AND RECORDS The Authority shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Authority may be inspected by any Director, or his or her agent or attorney for any proper purpose at any reasonable time. ARTICLE IX FISCAL YEAR The fiscal year of the Authority shall begin on the first day of July and end on the last day of June in each year. ARTICLE X REPORTING, PUBLIC ACCESS TO IIIECORDS Section 1 . The Authority shall report to the City Council and obtain approval thereof before adopting the annual budget of the Authority, all as required by the Act. Section 2. The financial records, accountings, audit reports, and other reports of public moneys under the control of the Authority shall be public records and open to inspection. - 11 - ARTICLE XI AMENDMENTS TO BY-LAWS Amendments to these By-Laws may be approved by a majority of the Directors present at any regular meeting or at any special meeting, if at least five (5) days written notice is given of intention to amend these By-Laws at such regular or special meeting. ARTICLE XII INDEMNIFICATION Section 1 . ' Indemnification. Whenever any claim is made or any civil action is commenced against any officer or employee of the Authority for injuries to persons or property caused by the negligence of the officer or employee while in the course of his/her employment and while acting within the scope of his/her authority, the Authority may pay for legal services and also for any judgment or compromise settlement of the claim, pursuant to Act 170 of the Public Acts of 1964, as amended. Section 2. Reimbursement. Any indemnification under Section 1 shall be made by the Authority only as authorized in the specific case upon a determination that indemnification of the employee or officer is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Section 1 . Such determination shall be made in either of the following ways: 1 . By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding. 2. If such quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, supported by the recommendation of independent legal counsel in a written opinion. Section 3. Insurance. The Board of Directors may, in the exercise of its discretion, from time to time authorized by resolutions duly adopted, purchase and maintain insurance on behalf of any person who is or was a director or officer of the Authority, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Authority would have power to indemnify him against such liability under.Sections 1 and 2 of this Article. - 12 - i a CERTIFICATION I hereby certify that the above By-Laws were adopted on the 3rd day of November, 1982, by Resolution of the Board of Directors of The Tax Increment Finance Authority of the City of Lansing. Emerson B. Ohl Secretary of The Tax Increment Finance Authority of the City of Lansing I hereby certify that the above By-Laws were amended in Article V, Section 3 on the 8th day of June, 1994, by Resolution of the Board of Directors of the Tax Increment Finance Authority of the City of Lansing. Dennis J. Sykes Secretary of the Tax Increment Finance Authority of the City of Lansing -13- 08 -15-94P12 : 29 RCVD MEETING NOTICE OF THE TAX INCREMENT FINANCE AUTHORITY OF THE CITY OF LANSING NINTH FLOOR, MAYOR'S CONFERENCE ROOM, CITY HALL WEDNESDAY, SEPTEMBER 7, 1994 6:30 p.m. PROPOSED AMENDMENT TO BYLAWS At the next regular meeting of the Tax Increment Finance Authority of the City of Lansing Board of Directors proposed amendments to the "TIFA By-Laws" will be considered as follows: ARTICLE V - BOARD OF DIRECTORS Section S. Public Meetings. (a) All meetings of the Directors shall be open to the public and shall be held on the Tenth Floor of City Hall unless a different location is described in the notice of meeting. (shall be amended to read) a All meetings of the Directors shall be open to the public and shall be held on the Ninth Floor of City Hall unless a different location is described in the notice of meeting. Section 20. (shall be added to the Bylaws as follows:) Section 20. Board Meeting Attendance If a Board Member neglects to perform their duties by failing to attend three (3) scheduled meetin s of the Board or Committee in a one (1) year period, and their inattendance is without valid reason given to the Board Chair, the Board Member shall be asked to resign from their position on the Board. ennis J. Sykes, TIFA Secretary BY-LAWS OF THE TAX INCREMENT FINANCE AUTHORITY OF THE CITY OF LANSING ARTICLE NAME The name of the City of Lansing Tax Increment Finance Authority is THE TAX INCREMENT FINANCE AUTHORITY OF THE CITY OF LANSING (the "Authority") ARTICLE II SEAL The Authority shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Authority and the words "CORPORATE SEAL". ARTICLE III OFFICES Section 1 . Registered Office. The registered office of the Authority is the Office of Economic Development, Ninth Floor, City Hall, Lansing, Michigan. Section 2. Other Offices. The Authority may have such other offices as the Board of Directors may determine, or the affairs of the Authority may require from time to time. ARTICLE IV POWERS The Authority shall have all of the powers which are now or may hereafter be conferred on authorities organized pursuant to Public Act No. 450 of the Michigan Public Acts of 1980, as amended, (the "Act") and future amendments to the Act, including all powers necessary to carry out the purpose of its incorporation and all powers incident thereto, and-includ-ing but noflimited to the fallowing powers to: -1- (a) Prepare an analysis of economic changes taking place in the municipality and its environs as those changes relate to urban deterioration in the development areas. (b) Study and analyze the impact of growth upon development areas. (c) Plan and propose the construction, renovation, repair, remodeling, rehabilitation, restoration, preservation, or reconstruction of a public facility, an existing building, or a multiple family dwelling unit which may be necessary or appropriate to the execution of a plan which, in the opinion of the board, aids in the revit- alization and growth of the development area. (d) Develop long-range plans, in cooperation with the agency which is chiefly responsible for planning in the municipality, designed to halt the decline of property values and to promote the growth of the development area, and take such steps as may be necessary to implement the plans to the fullest extent possible. (e) Implement any plan of development in a development area necessary to achieve the purposes of this act, in accordance with the powers of the authority as granted by the Act. (f) Make and enter into contracts necessary or incidental to the exercise of its powers and the performance of its duties. (g) Acquire by purchase or otherwise, on terms and conditions and in a manner the Authority considers proper, own, convey, demolish, relocate, rehabilitate, or otherwise dispose of, or lease as lessor or lessee, land and other property, real or personal, or rights or interests therein, which the Authority determines is reasonably necessary to achieve the purposes of this Act, and to grant or acquire licenses, easements, and options with respect thereto. -2- (h) Improve land, prepare sites for buildings, including the demolition of existing structures and construct, reconstruct,rehab!litate, restore, and preserve, equip, improve, maintain, repair, and operate any building, including any type of housing, and any necessary or desirable appurtenances thereto, within the development area for the use, in whole or in part, of any public or private person or corporation, or a combination thereof. (i) Fix, charge, and collect fees, 'rents, and charges for the use of any building or property or any part of a building or property under its control, or a facility in the building or on the property, and pledge the fees, rents, and charges for the payment of revenue bonds issued by the Authority. (j) Lease any building or property or part of a building or property under its control. W Accept grants and donations of property, labor, or other things of value from a public or private source. (1) Acquire and construct public facilites. (m) Incur costs in connection with the performance of its authorized functions, including but not limited to, administrative costs, and architects, engineers, legal and accounting fees. (n) Employ a director and appoint or employ a Secretary and Treasurer, retain legal counsel and employ such other staff as may be necessary or appropriate in the judgment of the Board of Directors in accordance with the Act. ARTICLE V BOARD OF DIRECTORS Section 1 . General Powers. The affairs of the Authority shall be managed by its Board of Directors. -3- Section 2. Annual Meeting. An annual meeting of the Board of Directors shall be held on the first Wednesday in the month of November in each year beginning with the year, 1982, at the hour of 5:00 o'clock p.m., for the purpose of electing officers and for the transaction of such other business as may come before the meeting. If the election of officers shall not be held on the day designated herein for any annual meeting or any adjournment therof, the Board of Directors shall cause the election to be held at a regular or special meeting of the Board of Directors as soon thereafter as conveniently may be. Section 3. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time as the Board of Directors determines at its annual meeting. [SECTION 3. REGULAR MEETINGS. REGULAR MEETINGS OF THE BOARD OF DIRECTORS SHALL BE HELD ON THE FIRST (1ST) WEDNESDAY OF EACH MONTH, IMMEDIATELY FOLLOWING THE REGULAR MEETINGS OF THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF LANSING BOARD OF DIRECTORS MEETING.] (Approved 6/8/94) No further notice of the regular meetings of the Board shall be required to be given to the Directors. Within ten (10) days after the annual meeting, public notice, as herein provided, will be posted stating the dates and times of the Directors' regular meetings for the remainder of the year. If there is a change in the schedule of regular meetings, there shall be posted, as herein provided, within three (3) days after the meeting at which the change is made, a public notice stating the new dates and times of its regular meetings. Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairperson, the Secretary or any two Directors. The Secretary shall give notice of the time and place of such meeting and said notice is to be posted pursuant to Section 7 (e). Section 5. Notice of Special Meetings. Notice of any special meeting of the Board of Directors shall be given by written notice delivered personally or sent by telegram at least three (3) days previous thereto or sent by mail at least four (4) days previous thereto to each Director at his or her address as shown in the records of the Authority. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram has been delivered to the telegraph company. -4- Section 6. Waiver. Any Director may waive notice of any meeting either before or after such meeting. Attendance of a Director at a meeting constitutes waiver of notice of the meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless otherwise required by these By-Laws. Section 7. Public Notice. (a) A public notice shall always contain the name of the Authority, its telephone number, if one exists, its registered office and the date, time, and place of any meeting announced therein. (b) A public notice for the Authority shall always be posted at its registered office. (c) Upon the written request of an individual, organization, firm, or corporation, and upon the requesting party's payment of a yearly fee of not more than the reasonable estimated cost for printing and postage of such notices, the Authority shall send to the requesting party by first class mail a copy of any notice required to be posted. (d) Upon written request, the Authority, at the same time a public notice of a meeting is posted, shall provide a copy of the public notice of that meeting to any newspaper published in the state and to any radio and television station located in the state, free of charge. (e) Public notice of rescheduled regular or special meetings of the Directors shall be posted at least 18 hours before the meeting. Any meeting recessed for more than 36 hours shall be reconvened only after such notice. Nothing in this section shall bar the Directors from meeting in emergency session in the event of a severe and imminent threat to the health, safety or welfare of the public when two-thirds of the Directors serving decide that delay would be detrimental to efforts to lessen or respond to the threat. -5 Section 8. Public Meetings. (a) All meetings of the Directors shall be open to the public and shall be held on the Tenth FIE)er--[NINTH FLOOR] of City Hall unless a different location is described in the notice of meeting. All persons shall be permitted to attend any meeting except as other- wise provided in Section 9. (b) All decisions of the Directors shall be made at a meeting open to the public. (c) All deliberations of the Directors constituting a quorum of its members shall take place at a meeting open to the public except as otherwise provided in Section 9. (d) A person shall not be required as a condition'to attendance at a meeting of the Directors to register or otherwise provide his name or other information or otherwise to .fulfill a condition precendent to attendance. (e) A person shall be permitted to address a meeting of . the Directors under rules to be established and recorded by the Directors. (f) A person shall not be excluded from a meeting of the Directors except for a breach of peace actually committed at the meeting. Section 9. Closed Meetings. The Directors may meet in closed session only for the following purposes: (a) To consider the dismissal, suspension, or disciplining of, or to hear complaints or charges brought against, an Authority officer, employee, staff member, or individual agent, when the named person requests a closed hearing. (b) For strategy and negotiation sessions connected with the negotiation of a collective bargaining agreement when either negotiating party requests a closed hearing. (c) To consider the purchase or lease of real property up to the time an option to-purchase or lease that real property is obtained. -6- (d) To consult with its attorney regarding trial or settlement strategy in connection with specific pending litigation, but only when an open meeting would have a detrimental financial effect on the litigating or settlement position of the Authority. (e) To review the specific contents of an application for employment or appointment to a public office when the candidate requests that the application remain confidential. However, all interviews by the Directors for employment or appointment to a public office shall be held in an open meeting. (f) A two-thirds (2/3) roll call vote of members appointed and serving shall be required to call a closed session except when it involves an Authority officer, employee, staff member or individual agent. Section 10. Minutes of Meetings. (a) The Authority shall keep minutes of each meeting showing the date, time, place, members present, members absent, any decisions made at a meeting open to the public, and the purposes for which a closed session is held. The minutes shall include all roll call votes taken at the meeting. (b) Minutes shall be public records open to public inspection and shall be available at the address designated on posted public notices pursuant to Section 9. Copies of the minutes shall be available to the public at the reasonably estimated cost for printing and copying. (c) Proposed minutes shall be available for public inspection not more than eight (8) business days after the meeting to which the minutes refer. Approved minutes shall be available for public inspection not later than five (5) business days after the meeting at which the minutes are approved by the Directors. Section 11 . Quorum and Voting. A majority of the members of the Board then in office shall constitute a quorum for the transaction of business. The vote of a majority of the members present at a meeting at which a quorum is present shall constitute the action of the Board of Directors unless the vote of. the larger number is required by statute or elsewhere in these By-Laws. -7- Section 12. Officers. The Board shall elect a Chairperson and Vice Chairperson both of whom shall be members of the Board. The Board may appoint or employ a Secretary and Treasurer. Neither the Secretary or Treasurer need be a member of the Board. The Secretary of the Authority may be the same person as the Director of the Authority employed pursuant to Article IV hereof. The Treasurer may not be the same person as the Director employed pursuant to Article 1V hereof. Section 13. The officers shall be elected annually by the Board of Directors at its annual meeting and shall hold office for a term of one (1 ) year and thereafter until his or her successor is elected and qualified, or until death, resignation or removal, provided that the first officers shall be elected at the first meeting of the Board of Directors. The officers shall be sworn to the faithful discharge of their duties. Section 14. Chairperson. The Chairperson shall be the chief executive officer of the Authority. The Chairperson shall preside at all meetings of the Directors, shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions of the Board are carried into effect. The Chairperson may execute with the Secretary or any other proper officer authorized by the Board of Directors, all bonds, notes, mortgages, conveyances and other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall- be expressly delegated by the Board of Directors, by the By-Laws of the Authority or by statute to some other officer or agent of the Authority. He or she shall be ex-officio a member of all standing committees, and shall have and exercise such other authority as is specifically granted from time to time by the Board. Section 15. Vice Chairperson. The Vice Chairperson shall perform such duties as are delegated to him or her or by the Chairperson and shall, in the absence or in the event of the disability of the Chairperson, perform the duties and exercise the powers of the Chairperson. The Vice Chairperson shall perform such other duties as -the Board of Directors shall prescribe. Section 16. Secretary. The Secretary shall be the recording officer of -the Corporation, and shall attend all meetings of the Board, record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. The Secretary shall keep in safe custody the seal of the Authority, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his or her signature or by the signature of the Treasurer. -8- Section 17. Treasurer. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Authority and shall deposit all moneys, and other valuable effects in the name and to the credit of the Authority in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Authority as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chairperson and Directors, at the regular meetings of the Board, or whenever they may require an account of his or her actions as Treasurer and of the financial condition of the Authority. The Treasurer shall give the Authority a bond, if required by the Board, for the faithful performance of the duties of his or her office and for the restoration to the Authority, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging•to the Authority. Section 18. Removal. An officer may be removed by an affirmative vote of a majority of the Directors, with or without cause, whenever in the judgment of the Board of Directors the best interests of the Authority would be served. Section 19. Vacancy. A vacancy in any office because of death, resignation, removal or otherwise, may be filled by the Board of Directors at any meeting for the unexpired portion of the term of the office. [Section 20. Board Meeting Attendance. If a Board Member neglects to perform their duties by failing to attend three (3) scheduled meetings of the Board or Committee in a one (1) year period, and their inattendance is without valid reason given to the Board Chair, the Board Member shall be asked to resign from their position on the Board.] ARTICLE VI COMMITTEES Section 1 . Committees of Directors. The Board of Directors, by resolution adopted by a majority of the directors present at any meeting, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees shall have and exercise such authority as shall be granted to them by such resolution; provided such committee shall not have any power or authority reserved to the Board of Directors by the By-Laws; statutes or other law; provided further that said committee shall not adopt an agreement of merger or consolidation or an agreement for the sale, lease or exchange of all, or - 9 - substantially all of the Authority's property and assets, dissolve the Authority, or amend the By-Laws of the Authority. All actions by the committee shall be subject to approval by the Board of Directors. Except as otherwise provided in such resolution, the members of such committee shall be Directors of the Authority and the Chairperson shall appoint the members thereof. Any member may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Authority shall be served by such removal. Section 2. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. Section 3. Chairperson. One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members thereof. Section 4. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a .committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. ARTICLE VII CONTRACTS, CHECKS, DEPOSITS AND FUNDS Section 1 . Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation in addition to the officers so authorized by the Act or these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Authority, and such authority may be general or confined to specific instances. Section 2. Checks and Drafts. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Authority, shall be signed by such officer or officers, agent or agents of the Authority and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the Chairperson or Vice Chairperson of the Authority. - 10 - Section 3. Deposits. All funds of the Authority shall be deposited from time to time to the credit of the Authority in such banks, trust companies or other depositaries as the Board of Directors may select. Section 4. Gifts. The Board of Directors may accept on behalf of the Authority any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation. ARTICLE Vlll BOOKS AND RECORDS The Authority shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Authority may be inspected by any Director, or his or her agent or attorney for any proper purpose at any reasonable time. ARTICLE IX FISCAL YEAR The fiscal year of the Authority shall begin on the first day of July and end on the last day of June in each year. ARTICLE X REPORTING PUBLIC ACCESS TO RECORDS Section 1 . The Authority shall report to the City Council and obtain approval thereof before adopting the annual budget of the Authority, all as required by the Act. Section 2. The financial records, accountings, audit reports, and other reports of public moneys under the control of the Authority shall be public records and open to inspection. 11 m ARTICLE XI AMENDMENTS TO BY-LAWS Amendments to these By-Laws may be approved by a majority of the Directors present at any regular meeting or at any special meeting, if at least five (5) days written notice is given of intention to amend these By-Laws at such regular or special meeting. ARTICLE XII INDEMNIFICATION Section 1 . Indemnification. Whenever any claim is made or any civil action is commenced against any officer or employee of the Authority for injuries to persons or property caused by the negligence of the officer or employee while in the course of his/her employment and while acting within the scope of his/her authority, the Authority may pay for legal services and also for any judgment or compromise settlement of the claim, pursuant to Act 170 of the Public Acts of 1964, as amended. Section 2. Reimbursement. Any indemnification under Section 1 shall be made by the Authority only as authorized in the specific case upon a determination that indemnification of the employee or officer is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Section 1 . Such determination shall be made in either of the following ways: 1 . By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding. 2. If such quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, supported by the recommendation of independent legal counsel in a written opinion. Section 3. Insurance. The Board of Directors may, in the exercise of its discretion, from time to time authorized by resolutions duly adopted, purchase and maintain insurance on behalf of any person who is or was a director or officer of the Authority, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Authority would have power to indemnify him against such liability under Sections 1 and 2 of this Article. - 12 - CERTIFICATION 1 hereby certify that the above By-Laws were adopted on the 3rd day of November, 1982, by Resolution of the Board of Directors of The Tax Increment Finance Authority of the City of Lansing. Emerson B. Ohl Secretary of The Tax Increment Finance Authority of the City of Lansing I hereby certify that the above By-Laws were amended in Article V, Section 3 on the 8th day of June, 1994, by Resolution of the Board of Directors of the Tax lncrement Finance Authority of the City of Lansing. Dennis J. Sykes Secretary of the Tax Increment Finance Authority of the City of Lansing -13- 05-24-94A09 : 40 RCVD .� �f L.4 OFFICE OF ECONOMIC DEVELOPMENT (ECONOMIC DEVELOPMENT CORPORATION) TAX INCREMENT FINANCE AUTHORITY 9TH FLOOR,CITY HALL i LANSING,MICHIGAN 48933 (517)483-4140 SPECIAL MEETING NOTICE OF THE TAX INCREMENT FINANCE AUTHORITY OF THE CITY OF LANSING NINTH FLOOR CONFERENCE ROOM, CITY HALL WEDNESDAY, JUNE 8, 1534 6:30 p.m. PROPOSED AMENDMENT TO BYLAWS A Special Meeting of the Tax Increment Finance Authority of the City of Lansing Board of Directors has been called to consider a proposed amendment to the "TIFA By-Laws" as follows: ARTICLE V - BOARD OF DIRECTORS Section 3. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times as the Board of Directors determines at its annual meeting. (shall be amended to read) Re ular meetings of the Board of Directors shall be held on the First 1st Wednesda of each month immediate!y following the regular meetings of the Economic Development Corporation of the City of Lansing Board of Directors meeting. ennis J. Sykes T1-F-A-S e c r-e-tar Y "Equal Opportunity Employer" 03-29-94A09".37 RCv BY-LAWS OF THE TAX INCREMENT -FINANCE AUTHORITY OF THE CITY OF LANSING ARTICLE I NAME The name of the City of Lansing Tax Increment Finance Authority is THE TAX INCREMENT FINANCE AUTHORITY OF THE CITY OF LANSING (the "Authority" ) . ARTICLE II SEAL The Authority shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Authority and the .words "CORPORATE SEAL" . ARTICLE III OFFICES SECTION 1 . _Registered Office. The registered office of the Authority is Office of Economic Development, Ninth Floor, City Hall, Lansing, Michigan. SECTION 2 . Other Offices . The Authority may have such other offices as the Board of Directors may determine, or the affairs of the Authority may require from time to time. ARTICLE IV POWERS The Authority shall have all of the powers which are now or may hereafter be conferred on authorities organ- ized pursuant to Public Act No . 450 of the Michigan Public Acts of 1980, as amended, (the "Act" ) and future amendments to the Act, including all powers necessary to carry out the purpose of its incorporation and all powers incident there- to, and including but not limited to the following powers to: (a) Prepare an analysis of econom- ic changes taking place in the municipal- ity and its environs as _those changes relate to urban deterioration in the development areas. (b) Study and analyze the impact of growth upon development areas. (c) Plan and propose the con- struction, renovation, repair, remodel- ing, rehabilitation, restoration, preser- vation, or , reconstruction of a public facility, an existing building, or a multiple family dwelling unit which may be necessary or appropriate to the execution of a plan which, in the opinion of the board, aids in the re- vitalization and growth of the develop- ment area. (d) Develop long-range plans, in cooperation with the agency which is chiefly responsible for planning in the municipality, designed to halt the decline of property values and to pro- mote the growth of the development area, and take such steps as may be necessary to implement the plans to the fullest extent possible. (e) Implement any plan of develop- ment in a development area necessary to achieve the purposes of this act, in accordance with the powers of the au- thority as granted by the Act. ( f) Make and enter into contracts necessary or incidental to the exercise of its powers and the performance of its duties . (g) Acquire by purchase or other- wise, on terms and conditions and in a manner the Authority considers proper, own, convey, demolish, relocate, re- habilitate, or otherwise dispose of, or lease as lessor or lessee, land and other property, real or personal, or rights or interests therein, which the Authority determines is reasonably -2- necessary to achieve the purposes of this act, , and to grant or acquire licenses, easements, and options with respect thereto. (h) Improve land, prepare sates for buildings, including the demolition of existing structures and construct, reconstruct, rehabilitate, restore, and preserve, equip, improve, maintain, repair, and operate any building, in- cluding any type of housing, and any necessary or desirable appurtenances thereto, within the development area for the use, in whole or in part, of any . public or private person or corporation, or a combination thereof. (i) Fix, charge, and collect fees, rents, and charges for the use of any building or property or any part of a building or property under its control, or a facility in the building or on the property, and pledge the fees, rents, and charges for the payment of revenue bonds issued by the Authority. (j ) Lease any building or property or part of a building or property under its control . (k) Accept grants and donations of property, labor, or other things of value from a public or private source. (1 ) Acquire and construct public facilities. (m) Incur costs in connection with the performance of its authorized func- tions, including but not limited to, administrative costs, and architects, engineers, legal, and accounting fees. (n) Employ a director and appoint or employ a Secretary and Treasurer, retain legal counsel and employ such other s-t-af-f--as ma-y be nec-ess-ary o- appropriate in the judgment of the Board of Directors in accordance with the Act. -3- ARTICLE V BOARD OF DIRECTORS. i SECTION 1. General Powers . The affairs of the Authority shall be managed by its Board of Directors. SECTION 2 . Annual Meeting. An annual meeting of the Board of Directors shall be held on the first Wednesday in the month of November in each year beginning with the year 19 $2, at the hour of 5:00 o ' clock P .m. , for the purpose of electing officers and for the transaction of such other business as may come before the meeting. If the electiton of officers shall not be held on the day designated herein for any annual meeting or any adjournment thereof, the Board of Directors shall cause the election to be held at a regular or special meeting of the Board of Directors as soon thereafter as conveniently may be. , SECTION 3 . Regular Meetings . Regular meetings of the Board of Directors shall be held at such time as the Board of Directors determines at its annual meeting. No further notice of the regular meetings of the Board shall be required to be given to the Directors. Within ten ( 10) days after the annual, meeting, public notice, as herein provided, will be posted stating the dates and times of the Directors ' regular meetings for the remainder of the year. If there is a change in the schedule of regular meetings, there shall be posted, as herein provided, within three (3) days after the meeting at which the change is made, a public notice stating the new dates and times of its regular meetings. SECTION 4. Special Meetings. Special Meetings of the Board of Directors may be called by or at the request of the Chairperson, the Secretary or any two Directors. The Secretary shall give notice of the time and place of such meeting and said notice is to be posted pursuant to Section 7(e) . SECTION S . Notice of Special Meetings . Notice of any special meeting of the Directors shall be given by written notice delivered personally or sent by telegram at least three (3 ) days previous thereto or sent by mail at least four (4) days previous thereto to each Director at his or her address as shown in the records of the Authority. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram has been delivered to the telegraph com- pany. _a_ SECTION 6. Waiver. Any Director may waive notice of any meeting either before or after such meeting. Attend- ance of a Director at a meeting constitutes waiver of notice of the meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver bf notice of such meeting, unless otherwise required by these By-Laws. SECTION 7 . Public Notice. (a) A public notice shall always contain the name of the Authority, its telephone number if one exists, its registered office and the date, time, and place of any meeting announced therein. (b) A public notice for the Au- thority shall always be posted at its registered office. (c) Upon the written request of an individual, organization, firm, or corporation, and upon the requesting party' s payment of a yearly fee of not more than the reasonable estimated cost for printing and postage of such noti- ces, the Authority shall send to the requesting party by first class mail a copy of any notice required to be pos- ted. (d) Upon written request, the Authority, at the same time a public notice of a meeting is posted, shall provide a copy of the public notice of that meeting to any newspaper published in the state and to any radio and tele- vision station located in the state, free of charge. (e) Public notice of rescheduled regular or special meetings of the Directors shall be posted at least 18 h-our-s befor-e—he meetdng ny meeting recessed for more than 36 hours shall be reconvened only after such notice. Nothing in this section shall bar the -5- Directors from meeting in emergency session in the event of a severe and imminent threat to the health, safety or welfare of the public when two-thirds of the Directors serving decide that delay would be detrimental to efforts to lessen or respond to the threat. SECTION 8. Public Meetings . (a) All meetings of the Directors shall be open to the public and shall be held on the tenth floor of City Hall unless a different location is described in the notice of meeting. All persons shall be permitted to attend any meeting except as otherwise provided in Section 9 . (b) All decisions of the Directors shall be made at a meeting open to the public. (c) All deliberations of the Directors constituting a quorum of its members shall take place at a meeting open to the public except as otherwise provided in Section 9 . (d) - A person shall not be required as a condition to attendance at a meet- ing of the Directors to register or otherwise provide his name or other information or otherwise to fulfill a condition precedent to attendance. (e ) A person shall be permitted to address a meeting of the Directors under rules to be established and recorded by the Directors . (f) A person shall not be- excluded from a meeting of the Directors except for a breach of the peace actually committed at the meeting. SECTION 9 . Closed Meetings. The Director-i �xiay meet in closed session only for the following purposes a ( a ) To consider the dismissal, suspension, or disciplining of, or •to -6- hear complaints or charges brought against, an Authority officer, employee, staff member, -or individual agent, when. the named person requests a closed hearing. (b) For strategy and negotiation sessions connected with the negotiation of a collective bargaining agreement when either negotiating party requests a closed hearing. (c ) To consider the purchase or lease of real property up to the time an option to purchase or lease that real property is obtained. (d) To consult with its attorney regarding trial or settlement strategy in connection with specific pending litigation, but only when an open meet- ing would have a detrimental financial effect on the litigating or settlement position of the Authority. (e) To review the specific con- tents of an application for employment or appointment to a public office when the candidate requests that the appli- cation remain confidential . However, all. interviews by the Directors for employment or appointment to a public office shall be held in an open meeting. (f) A two-thirds (2/3 ) roll call vote of members appointed and serving shall be required to call a closed session except when it involves a Authority officer, employee, staff member or individual agent. SECTION 10. Minutes of Meetings . (a) The Authority shall keep minutes of each meeting showing the date, time, place, members present, members absent, any decisions made at a meeting open to the public, and the purposes for which a closed session is held. The minutes shall include all roll call votes taken at the meeting. -7- (b) Minutes shall be public rec- ords open to public inspection and shall be available at the address designated on posted public notices pursuant to Section 9. Copies of the minutes shall be available to the public at the rea- sonably estimated cost for printing and copying. (c) Proposed minutes shall , be available for public inspection not more than eight (8 ) business days after the meeting to which the minutes refer. Ap- proved minutes shall be available for public inspection not later than five (5) business days after the meeting at which the minutes are approved by the Directors. SECTION 11 . Ouorum and Voting. A majority of the members of the Board then in office shall constitute a quorum for the transaction of business. The vote of a majority of the members present at a meeting at which a quorum is present shall constitute the action of the Board of Directors unless the vote of the larger number is re- quired by statute or elsewhere in these By-Laws. SECTION 12 . Officers . The Board shall elect a Chairperson and Vice Chairperson both of whom shall be members of the Board. The Board may appoint or employ a Secretary and Treasurer. Neither the Secretary or Treasurer need be a member of the Board. The Secretary of the Authority may be the same person as the director of the Authority employed pursuant to Article IV hereof. The Treasurer may not be the same person as the director employed pursuant to Article IV hereof. SECTION 13 . The officers shall be elected annually by the Board of Directors at its annual meeting and shall hold office for a term of one ( 1 ) year and thereafter until his or her successor is elected and qualified, or until death, resignation or removal, provided that the first officers shall be elected at the first meeting of the Board of Directors . The officers shall be sworn to the faithful discharge of their duties. SECTION 14. Chairperson. The Chairperson shall be the chief executive officer of the Authority. The Chair- person shall preside at all meetings of the Directors, shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions _g_ of the Board are carried into effect. The Chairperson may execute with the Secretary or any other proper officer authorized by the Board of Directors, - all bonds, notes, mortgages, conveyances and other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, by the By-Laws of the Authority or by statute to some other officer or agent of the Authority. He or she shall be ex-officio a member of all standing committees, and shall have and exercise such other authority as is specifically granted from time to time by the Board. SECTION 15 . Vice Chairperson. The Vice Chairper- son shall perform such duties as are delegated to him or her or by the Chairperson and shall, in the absence or in the event of the disability of the Chairperson, perform the duties and exercise the powers of the Chairperson. The Vice Chairperson shall perform such other duties as the Board of Directors shall prescribe. SECTION 16. Secretary. The Secretary shall be the recording officer of the Corporation, and shall attend all meetings of the Board, record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. The Secretary shall keep in safe custody the seal of the Authority, and when authorized by the Board, affix the same to any instrument requiring it,, and when so affixed it shall be attested by his or her signature or by the signature of the Treasurer. SECTION 17. Treasurer. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Authority and shall deposit all moneys, and other valuable effects in the name and to the credit of the Authority in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Authority as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chairperson and Directors, at the regu- lar meetings of the Board, or whenever they may require an account of his or her actions as Treasurer and of the finan- cial condition of the Authority. The Treasurer shall give the Authority a bond, if required by the Board, for the faithful performance of the duties of his or her office and for the restoration to the Authority, in case of death, -9- resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of what- ever kind in his or her possession or under his or her control belonging to the Authority. SECTION 18 . Removal . An officer may be removed by an affirmative vote of a majority of the Directors, with or without cause, whenever in the judgment of the Board of Directors the best interests of the Authority would be served. SECTION 19 . Vacancy. A vacancy in any office because of death, resignation, removal or otherwise, may be filled by the Board of Directors at any meeting for the unexpired portion of the term of the office. ARTICLE VI COMMITTEES SECTION 1. Committees of Directors . The Board of Directors, by resolution adopted by a majority of the direc- tors present at any meeting, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees shall have and exercise such authority as shall be granted to them by such resolu- tion; provided such committee shall not have any power or authority reserved to the Board of Directors by the By-Laws, statutes or other law; provided further that said committee shall not adopt an agreement o£ merger or consolidation or an agreement for the sale, lease or exchange of all, or sub- stantially all of the Authority' s property and assets, dissolve the Authority, or amend the By--Laws of the Authority. All actions by the committee shall be subject to approval by the Board of Directors . Except as otherwise provided in such resolution, the members of such committee shall be Directors of the Authority and the Chairperson shall appoint the members thereof. Any member may be re- moved by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Authority shall be served by such removal. SECTION 2 . Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. -10- SECTION 3 . Chairperson. One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members thereof. SECTION 4. Ouorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall consti- tute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. ARTICLE VI CONTRACTS, CHECKS, DEPOSITS AND FUNDS SECTION 1 . Contracts . The Board of Directors may authorize any officer or officers, agent or agents of the corporation in addition to the officers so authorized by the Act or these By-Laws, to enter into any contract or -execute and deliver any instrument in the name of and on behalf of the Authority, and such authority may be general or confined to specific instances. SECTION 2 . Checks and Drafts. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Authority, shall be signed by such officer or officers, agent or agents of the Authority and in such manner as shall from time to time be determined by resolution of the Board of Directors . In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and coun- tersigned by the Chairperson or Vice Chairperson of the Authority. SECTION 3 . Deposits . All funds of the Authority shall be deposited from time to time to the credit of the Autority in such banks, trust companies or other depositar- ies as the Board of Directors may select. SECTION 4. Gifts . The Board' of Directors may accept on behalf of the Authority any contribution, gift, bequest or devise for the general purposes or for any spe- cial purpose of the Corporation. --ll- ARTICLE VIII BOOKS AND RECORDS The Authority shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and com- mittees having any of the authority of the Board of Direc- tors, and shall keep at the registered or principal office a record giving the names and addresses of the members entit- led to vote. All books and records of the Authority may be inspected by any Director, or his or her agent or attorney for any proper purpose at any reasonable time. ARTICLE IX FISCAL YEAR The fiscal year of the Authority shall begin on the first day of July and end on the last day of June in each year. ARTICLE IX REPORTING, PUBLIC ACCESS TO RECORDS SECTION 1. The Authority shall report to the City Council and obtain the approval thereof before adopting the annual budget of the Authority, all as required by the Act. SECTION 2 . The financial records, accountings, audit reports, and other reports of public moneys under the control of the Authority shall be public records and open to inspection. ARTICLE X AMENDMENTS TO BY-LAWS Amendments to these By-Laws may be approved by a majority of the Directors present at any regular meeting or at any special meeting, if at least five (5 ) days writter). notice is given of intention to' amend these Bylaws at such regular o-r speci-al meeting. -12- ARTICLE XI INDEMNIFICATION SECTION 1. Indemnification. Whenever any claim is made or any civil action is commenced against any officer or employee of the Authority for injuries to persons or property caused by the negligence of the officer or employee while in the course of his/her employment and while acting within the scope of his/her authority, the Authority may pay for legal services and also for any judgment or compromise settlement of the claim, pursuant to Act 170 of the Public Acts of .1964, as amended. SECTION 2 . Reimbursement. Any indemnification under Section 1 shall be made by the Authority only as authorized in the specific case upon a determination that indemnification of the employee or officer is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Section 1. Such determination shall be made in either of the following ways: 1. By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding. 2 . If such quorum is not obtain- able or, even if obtainable, a quorum of disinterested directors so directs, supported by the recommendation of independent legal counsel in a written opinion. SECTION 3 . Insurance . The Board of Directors may, in the exercise of its discretion, from time to time authorized by resolutions duly adopted, purchase and main- tain insurance on behalf of any person who is or was a director or officer of the Authority, against any liability asserted against him and incurred by him in any such capaci- ty or arising out of his status as such, whether or not the Authority would have power to indemnify him against such liability under Sections 1 and 2 of this Article. CERTIFICATION Ihereby certify that the above flaws were adop- ted on the 3rd day of November, 1982 , by Resolution of the -13- Board of Directors of The Tax Increment Finance Authority of the City of Lansing on November 3 1982 . Emerson B. Oh1 Secretary of The Tax Increment Finance Authority of the City of Lansing -14-